Exelon Corporation

02/20/2026 | Press release | Distributed by Public on 02/20/2026 13:24

Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement
On February 20, 2026, Exelon Corporation (the "Company") issued and sold $775 million in aggregate principal amount of its 4.950% Notes due 2036 (the "Notes"). See Item 2.03 below for a description of the Notes and related agreements.
Item 2.03. Creation of a Direct Financial Obligation
On February 20, the Company issued and sold $775 million in aggregate principal amount of the Notes. The Notes were issued under an indenture, dated as of June 11, 2015 (the "Base Indenture"), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended and supplemented by the Ninth Supplemental Indenture, dated as of February 1, 2026 (the "Ninth Supplemental Indenture"). The Base Indenture is filed as Exhibit 4.1 to this Form 8-K and the Ninth Supplemental Indenture is filed as Exhibit 4.2 to this Form 8-K and are each incorporated herein by reference.
The net proceeds from the sale of the Notes, together with available cash balances, will be used to retire the Company's $750 million 3.400% Notes due 2026 at maturity. The remainder of the net proceeds will be used for general corporate purposes.
The Notes will pay interest at the fixed rate of 4.950% per annum. Interest on the Notes will be payable semi-annually on March 15 and September 15 of each year, beginning on September 15, 2026. The Notes will mature on March 15, 2036.
In connection with the issuance of the Notes, Ballard Spahr LLP provided the Company with the legal opinions attached to this report as Exhibit 5.1 and Exhibit 8.1.
A copy of the Underwriting Agreement dated February 18, 2026 among the Company, BNP Paribas Securities Corp., Morgan Stanley & Co. LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, is filed as Exhibit 1.1 to this report.
Exelon Corporation published this content on February 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 20, 2026 at 19:24 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]